Item 8.01. Other Events




On November 23, 2020, PSEG announced that it commenced an offer to exchange (the
"Exchange Offer") up to $500 million aggregate principal amount of new 8 5/8%
senior notes due 2031 of PSEG (the "PSEG Notes") for any and all (to the extent
held by eligible noteholders, as described below) of the outstanding
$500 million aggregate principal amount of 8 5/8% senior notes due 2031 of PSEG
Power (the "Power Notes") pursuant to the terms and conditions set forth in the
Offer to Exchange and Consent Solicitation Statement, dated November 23, 2020
(the "Offer to Exchange"). The Exchange Offer will expire as of 11:59 p.m., New
York City time, on December 21, 2020. A copy of the Press Release announcing the
Exchange Offer is attached as Exhibit 99 to this Current Report on
Form 8-K and
is incorporated by reference herein. The Offer to Exchange includes the
information regarding PSEG's strategic alternatives set forth in Exhibit 99.1
and is also incorporated by reference herein.
The PSEG Notes are offered for exchange to only qualified institutional buyers
as defined in Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), in reliance on the exemption from registration provided by
Section 4(a)(2) of the Securities Act, and to
non-U.S.
persons outside the United States in reliance on Regulation S under the
Securities Act and to persons who are qualified investors in Relevant Member
States (as defined in the Offer to Exchange) in reliance on the Prospectus
Regulation (as defined in the Offer to Exchange). The Exchange Offer is not and
the PSEG Notes will not be registered under the Securities Act or any state
securities laws and may not be offered or sold in the United States absent an
effective registration statement or in a transaction not subject to the
registration requirements of the Securities Act or any state securities laws. In
connection with the Exchange Offer and as described in the Offer to Exchange,
PSEG will enter into a registration rights agreement, pursuant to which PSEG
will be obligated to use commercially reasonable efforts to file with the U.S.
Securities and Exchange Commission and cause to become effective a registration
statement with respect to an offer to exchange the PSEG Notes for new notes and
to use commercially reasonable efforts to file a shelf registration statement to
cover resales of the PSEG Notes under the Securities Act in the event that PSEG
determines that a registered exchange offer is not available or may not be
completed.
This report does not and will not constitute an offer to exchange or sell or a
solicitation of an offer to buy or exchange any securities nor will there be any
sale of these securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful under the securities laws of such state. The Exchange
Offer will be made only by means of the Offer to Exchange.

Item 9.01. Financial Statements and Exhibits





  Exhibit 99        Press Release of Public Service Enterprise Group Incorporated, dated
                    as of November 23, 2020.

  Exhibit 99.1      Certain other information included in the Offer to Exchange.

Exhibit 104         Cover Page Interactive Data File (embedded within the Inline XBRL
                    document).

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